Appears in 2 contracts

Sources: Indenture (Lyft, Inc.), Indenture (Lyft, Inc.)

Appears in 2 contracts

Sources: Indenture (Baidu, Inc.), Indenture (iQIYI, Inc.)

Appears in 2 contracts

Sources: Indenture (Pacira BioSciences, Inc.), Indenture (Flexion Therapeutics Inc)

Appears in 2 contracts

Sources: Indenture (Brookdale Senior Living Inc.), Indenture (Brookdale Senior Living Inc.)

Appears in 2 contracts

Sources: Indenture (New Whale Inc.), Indenture (World Wrestling Entertainmentinc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 151, 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 151, 2030 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 72.0841 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding June 151, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. ~~The~~ At such time as the Company ~~shall provide written notice to~~ instructs the Bid Solicitation Agent (if other than the Company) ~~of the three independent nationally recognized securities dealers selected by~~ in writing to obtain bids, the Company ~~pursuant to~~ shall provide the ~~definition of Trading Price, along~~ Bid Solicitation Agent with ~~appropriate~~ the names and contact information for ~~each~~the securities dealers the Company has selected and the Company shall instruct such securities dealers to provide bids to the Bid Solicitation Agent. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $~~2,000,000~~ 1,000,000 aggregate principal amount of Notes requests in writing that the Company make such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee~~) in writing on or within one Business Day of~~ ). Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) ~~in writing that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (i) If, prior to the close of business on the Business Day immediately preceding June 1, 2030, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a shareholder rights plan so long as such rights have no separated from the shares of the Common Stock) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than pursuant to a shareholder rights plan so long as such rights have not separated from the shares of the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify in writing all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) at least 25 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company elects Physical Settlement (to the extent that the Company has not elected another Settlement Method to apply, including pursuant to Section 14.02) in the applicable notice in respect of any conversions that occurs from, and including, the date the Company provides such notice to, and including, the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or issuance (or, if earlier, the date the Company announces that such issuance or distribution will not take place) (the “Distribution Trigger Irrevocable Physical Settlement Period”), the Company shall ~~have~~ be permitted to provide no less than 10 Scheduled Trading Days’ notice prior to the Ex-Dividend Date for the applicable issuance or distribution, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the Distribution Trigger Irrevocable Physical Settlement Period by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or ~~verify~~ distribution and (2) the Company’s ~~determination~~ announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. Notwithstanding the foregoing, Holders may not convert their Notes under this Section 14.01(b)(ii) if they participate (other than in the case of a share split or share combination) at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described under this Section 14.01(b)(ii)(A) or (B) without having to convert their Notes as if they held a number of shares of Common Stock equal to the then-effective Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (ii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding June 1, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or Make-Whole Fundamental Change) and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding June 1, 2030, in (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”) all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of such Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify in writing Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event. (iii) Prior to the close of business on the Business Day immediately preceding June 1, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after December 31, 2025 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall provide written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible during such calendar quarter in accordance with this clause (iv). (iv) If the Company calls any or all of the Notes for redemption pursuant to Article 16 prior to the close of business on the Business Day immediately preceding June 1, 2030, then a Holder may surrender all or any part of such of its Notes as called for redemption for conversion at any time prior to the close of business on the second Scheduled Trading Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such time. After that time, the right to convert such Notes pursuant to this Section 14.01(b)(v) shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Notes may convert its Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately before the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Redemption Notice electing Physical Settlement not less than 10 nor more than 45 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 9th Scheduled Trading Day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result thereof, convertible on account of the related Redemption Notice in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes pursuant to this Section 14.01(b)(v) during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Redemption Notice for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b) and are converted during the related Redemption Period.

Appears in 2 contracts

Sources: Indenture (Twenty One Capital, Inc.), Indenture (Twenty One Capital, Inc.)

Appears in 2 contracts

Sources: Indenture (Atlas Holdings, Inc.), Indenture (Impax Laboratories Inc)

Appears in 1 contract

Sources: Indenture (Cutera Inc)

Appears in 1 contract

Sources: Indenture (Rapid7, Inc.)

Appears in 1 contract

Sources: Indenture (Zynga Inc)

Appears in 1 contract

Sources: Indenture (Nutanix, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIII, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~December 1, ~~2030~~ 2024 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June 15~~December 1, ~~2030~~ 2024 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 8.2641 shares of Common Stock (subject to adjustment as provided in this Article 14XIII, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~December 1, ~~2030~~2024, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The ~~Trading Prices shall be determined by the~~ Bid Solicitation Agent ~~pursuant~~ shall have no obligation to ~~this subsection (b)(i) and~~ determine the ~~definition of~~ Trading ~~Price set forth in this Indenture~~Price. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide the required information to the Bid Solicitation Agent, who shall deliver such bid quotations to the Company. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder ~~of at least $2,000,000 aggregate principal amount of Notes~~ provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on such Trading Day~~ and the Conversion ~~Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~Rate, at which time the Company shall ~~instruct~~ determine the ~~Bid Solicitation Agent in writing (if other than the Company) to solicit, or if the Company is acting as Bid Solicitation Agent, the Company shall solicit, such bids~~ Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, ~~and the Company does not instruct the Bid Solicitation Agent in writing to solicit bids when obligated as provided in the preceding sentence,~~ or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to ~~make~~ obtain such ~~solicitation~~bids, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the ~~Trustee~~ Trustee, and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing that~~ writing. None of the ~~Trading Price Condition is no longer met and thereafter neither the Company nor~~ Trustee, the Bid Solicitation Agent ~~(if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor~~ or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition set forth above has been met. (ii) If, prior to the close of business on the Business Day immediately preceding December 1, 2024, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options, or warrants (other than in connection with a stockholder rights plan) entitling them, for a period of not more than 45 calendar days after the declaration date for such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities, or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee, and the Conversion Agent (if other than the Trustee) in writing at least 40 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. Holders of the Notes may not exercise this right if they participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described above without having to convert their Notes as if they held a number of shares of Common Stock equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether an issuance or distribution described in this clause (ii) has occurred. (iii) If (i) a transaction or event that constitutes (x) a Fundamental Change or (y) a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding December 1, 2024, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 14.02, or (ii) if the Company is a party to a consolidation, merger, combination, statutory share exchange, or sale, lease, or other transfer to a third party of all or substantially all of its and its Subsidiaries’ consolidated assets, taken as a whole (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or Make-Whole Fundamental Change), prior to the close of business on the Business Day immediately preceding December 1, 2024, pursuant to which the Common Stock would be converted into shares of stock, other securities, or other property or assets (including cash or any combination thereof), then, in each case, all or any portion of a Holder’s Notes may be surrendered for conversion at any time after the effective date of such transaction or event until the 35th Trading Day after the effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee, and the Conversion Agent (if other than the Trustee) in writing within one Business Day of the date the Company publicly announces such transaction or event, and in no event later than the effective date of such transaction or event. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether a Fundamental Change or a Make-Whole Fundamental Change has occurred. (iv) Prior to the close of business on the Business Day immediately preceding December 1, 2024, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day, as determined by the Company. The Company shall determine at the beginning of each calendar quarter commencing after June 30, 2020 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the condition set forth in this clause (iv) has occurred. (v) If the Company calls any Note for Optional Redemption pursuant to Article XV prior to the Maturity Date, then a Holder of such Note called for Optional Redemption may surrender all or any portion of such Note for conversion at any time prior to the close of business on the Scheduled Trading Day prior to the Redemption Date on account of the Company’s delivery of a Redemption Notice, even if the Note is not otherwise convertible at such time. After that time, the right to convert such Note on account of the Company’s delivery of a Redemption Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of the Note called for Optional Redemption may convert such Note (or any portion thereof) until the close of business on the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem less than all of the outstanding Notes and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before the close of business on the 34th Scheduled Trading Day immediately before the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Optional Redemption.

Appears in 1 contract

Sources: Indenture (Square, Inc.)

Appears in 1 contract

Sources: Indenture (Nutanix, Inc.)

Appears in 1 contract

Sources: Indenture (Quotient Technology Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1411, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or ~~an integral~~ a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~11.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~March 1, ~~2030~~ 2021, under the circumstances and during the periods set forth in Section ~~14.01(b),~~ 11.01(b) and (ii) regardless of the conditions described in Section ~~14.01(b~~11.01(b), on or after ~~June 15~~March 1, ~~2030~~ 2021 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 51.9852 shares of Common Stock (subject to adjustment as provided in this Article 1411, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~11.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~March 1, ~~2030~~2021, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the ~~Bid Solicitation Agent~~ Company pursuant to this subsection (b)(i) and the definition of Trading Price set forth in ~~this~~ the Indenture. The Company shall provide written notice to the Bid Solicitation Agent ~~(if other than the Company)~~ of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent ~~(if other than the Company)~~ shall have no obligation to ~~solicit the Trading Price per $1,000 principal amount of Notes~~ obtain secondary market bid quotations unless the Company has requested ~~such solicitation~~ it to do so in writing, and the Company shall have no obligation to make such request ~~(or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes)~~ unless a ~~Holder~~ beneficial holder of ~~at least~~ $~~2,000,000~~ 1,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on such Trading Day~~ and the Conversion ~~Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~Rate, at which time the Company shall instruct the Bid Solicitation Agent ~~in writing (if other than~~ to obtain written bid quotations regarding the ~~Company) to solicit, or if the Company is acting as Bid Solicitation Agent, the Company shall solicit, such bids~~ Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. The Company shall use reasonable efforts to provide such written instruction to the Bid Solicitation Agent by 12:00 p.m., New York City time, on the first Trading Day that secondary bid quotations are to be obtained pursuant to this subsection (b)(i) and the date that such secondary bid quotations are no longer required to be obtained. The Company shall determine the Trading Price per $1,000 principal amount of Notes ~~in accordance with~~ for each Trading Day based on the bids ~~solicited~~ obtained by the Bid Solicitation ~~Agent~~Agent and provided to the Company pursuant to the Indenture, and any such determination by the Company shall be conclusive absent manifest error. If ~~(x) the Company is not acting as Bid Solicitation Agent, and~~ the Company does not instruct the Bid Solicitation Agent in writing to ~~solicit bids~~ obtain secondary market bid quotations when obligated as provided in the preceding sentence, or if the Company so instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to ~~make such solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in the preceding sentence~~obtain any bids, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been metwriting.

Appears in 1 contract

Sources: First Supplemental Indenture (Depomed Inc)

Appears in 1 contract

Sources: Indenture (MP Materials Corp. / DE)

Appears in 1 contract

Sources: Indenture (Bill.com Holdings, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ December 15, ~~2030~~ 2029 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ December 15, ~~2030~~ 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 67.5858 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June~~ December 15, ~~2030~~2029, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately ~~after~~ following any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), ~~for~~ on each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $~~2,000,000~~ 1,000,000 aggregate principal amount of Notes requests in writing that the Company make such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price to deliver bids and instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee~~) in writing on or within one Business Day of such Trading Day~~). If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). (ii) If, prior to the close of business on the Business Day immediately preceding December 15, 2029, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan so long as such rights have no separated from the shares of the Common Stock) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than pursuant to a stockholder rights plan so long as such rights have not separated from the shares of the Common Stock), which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify in writing ~~that~~ all Holders of the ~~Trading Price Condition is no longer met~~ Notes, the Trustee and ~~thereafter neither~~ the ~~Company nor the Bid Solicitation~~ Conversion Agent (if other than the ~~Company~~Trustee) at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution; provided, however, that if the Company elects Physical Settlement (to the extent that the Company has not elected another Settlement Method to apply, including pursuant to Section 14.02) in the applicable notice in respect of any conversions that occurs from, and including, the date the Company provides such notice to, and including, the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or issuance (or, if earlier, the date the Company announces that such issuance or distribution will not take place) (the “Distribution Trigger Irrevocable Physical Settlement Period”), the Company shall be permitted to provide no less than 10 Scheduled Trading Days’ notice prior to the Ex-Dividend Date for the applicable issuance or distribution, in which case the Company shall be required to ~~solicit bids again~~ settle all conversions of Notes with a Conversion Date occurring during the Distribution Trigger Irrevocable Physical Settlement Period by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until ~~another qualifying request~~ the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. Notwithstanding the foregoing, Holders may not convert their Notes under this Section 14.01(b)(ii) if they participate (other than in the case of a share split or share combination) at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described under this Section 14.01(b)(ii)(A) or (B) without having to convert their Notes as if they held a number of shares of Common Stock equal to the then-effective Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If a transaction or event that constitutes a Fundamental Change or a Make- Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding December 15, 2029, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or if the Company is ~~made as provided above~~a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that does not constitute a Fundamental Change or Make-Whole Fundamental Change) that occurs prior to the close of business on the Business Day immediately preceding December 15, 2029, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of the transaction until the earlier of (x) 35 Trading Days after the effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the second Scheduled Trading Day immediately preceding the Maturity Date. ~~Neither~~ The Company shall notify in writing Holders, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction. (iv) Prior to the close of business on the Business Day immediately preceding December 15, 2029, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock on each of at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on such Trading Day. The Company shall ~~have any duty to~~ determine ~~or verify~~ at the ~~Company’s determination~~ beginning of each calendar quarter commencing after March 31, 2025 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall provide written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). (v) If the Company calls any or all of the Notes for redemption pursuant to Article 16 prior to the close of business on the Business Day immediately preceding December 15, 2029, then a Holder may surrender all or any part of such of its Notes as called for redemption for conversion at any time prior to the close of business on the second Scheduled Trading Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such time. After that time, the right to convert such Notes pursuant to this Section 14.01(b)(v) shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Notes may convert its Notes until the Redemption Price ~~Condition~~ has been ~~met~~paid or duly provided for.

Appears in 1 contract

Sources: Indenture (Cleanspark, Inc.)

Appears in 1 contract

Sources: First Supplemental Indenture (iQIYI, Inc.)

Appears in 1 contract

Sources: Indenture (Alnylam Pharmaceuticals, Inc.)

Appears in 1 contract

Sources: Indenture (Tabula Rasa HealthCare, Inc.)

Appears in 1 contract

Sources: Indenture (Medallia, Inc.)

Appears in 1 contract

Sources: Indenture (Cyan Inc)

Appears in 1 contract

Sources: Indenture (New Relic, Inc.)

Appears in 1 contract

Sources: Indenture (Blackhawk Network Holdings, Inc)

Appears in 1 contract

Sources: Indenture (Indie Semiconductor, Inc.)

Appears in 1 contract

Sources: Indenture (Coupa Software Inc)

Appears in 1 contract

Sources: Indenture (TheRealReal, Inc.)

Appears in 1 contract

Sources: Indenture (KAMAN Corp)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~March 1, ~~2030~~ 2023 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June 15~~March 1, ~~2030~~ 2023 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 14.1040 shares of Class A Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~March 1, ~~2030~~2023, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~solicitation, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to solicit and/or determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to solicit, or if the Company is acting as Bid Solicitation Agent, the Company shall solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent. If If, on any date (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent ~~in writing~~ to solicit bids when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on such date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) ~~in writing~~ on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) ~~in writing~~ that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above~~. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met~~.

Appears in 1 contract

Sources: Indenture (Twilio Inc)

Appears in 1 contract

Sources: Indenture (Bill.com Holdings, Inc.)

Appears in 1 contract

Sources: Indenture (Okta, Inc.)

Appears in 1 contract

Sources: Indenture (Incyte Corp)

Appears in 1 contract

Sources: Indenture (Alnylam Pharmaceuticals, Inc.)

Appears in 1 contract

Sources: Indenture (Microchip Technology Inc)

Appears in 1 contract

Sources: Indenture (RingCentral, Inc.)

Appears in 1 contract

Sources: Indenture (Zscaler, Inc.)

Appears in 1 contract

Sources: Indenture (Box Inc)

Appears in 1 contract

Sources: Indenture (Brocade Communications Systems Inc)

Appears in 1 contract

Sources: Indenture (Zendesk, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding June 151, ~~2030~~ 2029 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after June 151, ~~2030~~ 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 8.4118 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding June 151, ~~2030~~2029, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder ~~of at least $2,000,000 aggregate principal amount of Notes~~ provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or or, if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met).

Appears in 1 contract

Sources: Indenture (Wolfspeed, Inc.)

Appears in 1 contract

Sources: Indenture (Patrick Industries Inc)

Appears in 1 contract

Sources: Indenture (Impinj Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIII, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~August 1, ~~2030~~ 2027 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June 15~~August 1, ~~2030~~ 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 3.3430 shares of Common Stock (subject to adjustment as provided in this Article 14XIII, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~August 1, ~~2030~~2027, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The ~~Trading Prices shall be determined by the~~ Bid Solicitation Agent ~~pursuant~~ shall have no obligation to ~~this subsection (b)(i) and~~ determine the ~~definition of~~ Trading ~~Price set forth in this Indenture~~Price. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide the required information to the Bid Solicitation Agent, who shall deliver such bid quotations to the Company. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder ~~of at least $2,000,000 aggregate principal amount of Notes~~ provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on such Trading Day~~ and the Conversion ~~Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~Rate, at which time the Company shall ~~instruct~~ determine the ~~Bid Solicitation Agent in writing (if other than the Company) to solicit, or if the Company is acting as Bid Solicitation Agent, the Company shall solicit, such bids~~ Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, ~~and the Company does not instruct the Bid Solicitation Agent in writing to solicit bids when obligated as provided in the preceding sentence,~~ or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to ~~make~~ obtain such ~~solicitation~~bids, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the ~~Trustee~~ Trustee, and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing that~~ writing. None of the ~~Trading Price Condition is no longer met and thereafter neither the Company nor~~ Trustee, the Bid Solicitation Agent ~~(if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor~~ or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition set forth above has been met. (ii) If, prior to the close of business on the Business Day immediately preceding August 1, 2027, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options, or warrants (other than in connection with a stockholder rights plan) entitling them, for a period of not more than 45 calendar days after the declaration date for such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities, or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee, and the Conversion Agent (if other than the Trustee) in writing at least 40 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. Holders of the Notes may not exercise this right if they participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described above without having to convert their Notes as if they held a number of shares of Common Stock equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether an issuance or distribution described in this clause (ii) has occurred. (iii) If (i) a transaction or event that constitutes (x) a Fundamental Change or (y) a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding August 1, 2027, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 14.02, or (ii) if the Company is a party to a consolidation, merger, combination, statutory share exchange, or sale, lease, or other transfer to a third party of all or substantially all of its and its Subsidiaries’ consolidated assets, taken as a whole (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or Make-Whole Fundamental Change), prior to the close of business on the Business Day immediately preceding August 1, 2027, pursuant to which the Common Stock would be converted into shares of stock, other securities, or other property or assets (including cash or any combination thereof), then, in each case, all or any portion of a Holder’s Notes may be surrendered for conversion at any time after the effective date of such transaction or event until the 35th Trading Day after the effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee, and the Conversion Agent (if other than the Trustee) in writing within one Business Day of the date the Company publicly announces such transaction or event, and in no event later than the effective date of such transaction or event. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether a Fundamental Change or a Make-Whole Fundamental Change has occurred. (iv) Prior to the close of business on the Business Day immediately preceding August 1, 2027, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day, as determined by the Company. The Company shall determine at the beginning of each calendar quarter commencing after March 31, 2021 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the condition set forth in this clause (iv) has occurred. (v) If the Company calls any Note for Optional Redemption pursuant to Article XV prior to the Maturity Date, then a Holder of such Note called for Optional Redemption may surrender all or any portion of such Note for conversion at any time prior to the close of business on the Scheduled Trading Day prior to the Redemption Date on account of the Company’s delivery of a Redemption Notice, even if the Note is not otherwise convertible at such time. After that time, the right to convert such Note on account of the Company’s delivery of a Redemption Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of the Note called for Optional Redemption may convert such Note (or any portion thereof) until the close of business on the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem less than all of the outstanding Notes and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before the close of business on the 34th Scheduled Trading Day immediately before the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Optional Redemption.

Appears in 1 contract

Sources: Indenture (Square, Inc.)

Appears in 1 contract

Sources: Indenture (Sarepta Therapeutics, Inc.)

Appears in 1 contract

Sources: Indenture (Porch Group, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~July 1, 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 15~~July 1, 2030 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 76.2631 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). As provided for in Section 14.09, the Trustee shall have no obligation to make any determination as to whether any of the conditions described in Section 14.01(b) have been satisfied that makes the Notes eligible for conversion or no longer eligible therefor unless and until the Company delivers the related notices referred to in Section 14.01(b). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~July 1, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Bid Solicitation Agent following a request by a Holder or Holders of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $~~2,000,000~~ 5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and~~ at which time the Company shall instruct ~~the~~ three independent nationally recognized securities dealers to deliver bids ~~to the Bid Solicitation Agent, at which time the Company shall~~ and instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding July 1, 2030, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) in writing at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall ~~have~~ be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine or verify~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s ~~determination~~ announcement that such distribution will not take place (or, if later, in the case of a separation of rights issued pursuant to a stockholder rights plan, until the 20th Trading Day following the date of such notice), in each case, even if the Notes are not otherwise convertible at such time; provided that a Holder may not convert its Notes pursuant to this subsection (b)(ii) if it participates, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert its Notes as if it held a number of shares of Common Stock equal to the Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding July 1, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding July 1, 2030, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding July 1, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition has been met~~of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time during the relevant Redemption Period, even if the Called Notes are not otherwise convertible at such time. If the Company makes an All Notes Election with respect to a Partial Redemption pursuant to Section 16.02(d), Holders of all outstanding Notes may convert their Notes pursuant to this Section 14.01(b)(v) at any time during the relevant Redemption Period, irrespective of whether such Notes are Called Notes and even if the Notes are not otherwise convertible at such time. Following the relevant Redemption Period, the right to convert such Notes on account of the Company’s delivery of a Notice of Redemption pursuant to the two immediately preceding sentences shall expire. In the event of a Partial Redemption where the Company does not make an All Notes Election with respect to such Partial Redemption pursuant to Section 16.02(d), if the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 29th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 50 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Partial Redemption (and, as a result thereof, convertible pursuant to this Section 14.01(b)(v)), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the relevant Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert its Notes pursuant to this Section 14.01(b)(v) during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Notes that are so converted in connection with such Notice of Redemption pursuant to Section 14.03. Accordingly, in the case of a Partial Redemption where the Company does not make an All Notes Election with respect to such Partial Redemption pursuant to Section 16.02(d), Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate for conversions of such Notes during the related Redemption Period pursuant to Section 14.03, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Intuitive Machines, Inc.)

Appears in 1 contract

Sources: Indenture (World Kinect Corp)

Appears in 1 contract

Sources: Indenture (Vonage Holdings Corp)

Appears in 1 contract

Sources: Indenture (Nii Holdings Inc)

Appears in 1 contract

Sources: Indenture (Q2 Holdings, Inc.)

Appears in 1 contract

Sources: Indenture (Cloudflare, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ August 15, ~~2030~~ 2031, under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ August 15, ~~2030 and prior to~~ 2031 until the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170 shares of Common Stock~~ 56.2635 Class A Ordinary Shares (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ August 15, ~~2030~~2031, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the securities dealers to deliver bids and the Bid Solicitation Agent ~~in writing~~ (if other than the Company) in writing to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares and the Conversion Rate~~. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent~~. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee), and thereafter neither the Company nor the Bid Solicitation Agent (of other than the Company) shall be required to solicit bids again until a new Holder request is made as provided in this Section 14.01(b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding August 15, 2031, the Company elects to: (A) distribute to all or substantially all holders of the Class A Ordinary Shares any rights, options or warrants (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares) entitling them, for a period of not more than forty-five (45) calendar days after the announcement date of such distribution, to subscribe for or purchase Class A Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Class A Ordinary Shares for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of Class A Ordinary Shares, the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Class A Ordinary Shares on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that~~ at least forty-eight (48) Scheduled Trading Days prior to the ~~Trading Price Condition is no longer met and thereafter neither~~ Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, that if the Company elects Physical Settlement for conversions that occur at any time from, and including, the date of notice until the earlier of (1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place , the Company may provide not less than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before such Ex-Dividend Date. Once the ~~Bid Solicitation~~ Company has given such notice, Holders may surrender all or any portion of their Notes for conversion at any time from, and including, the date the Company provides such notice until the earlier of (1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Class A Ordinary Shares and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of Class A Ordinary Shares equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding August 15, 2031, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.01, or if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of the surviving entity and such shares become Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding August 15, 2031, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the actual effective date of such transaction or event until the earlier of (x) 35 Business Days after the actual effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the ~~Company~~Trustee) ~~shall be required~~ in writing as promptly as practicable following the effective date of such transaction or event, but in no event later than the effective date of such transaction or event. (iv) Prior to ~~solicit bids again until another qualifying request~~ the close of business on the Business Day immediately preceding August 15, 2031, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Class A Ordinary Shares for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is ~~made as provided above. Neither the Trustee nor~~ greater than or equal to 130% of the Conversion ~~Agent~~ Price on each applicable Trading Day. (v) If the Company calls any Note for Redemption pursuant to Article 16 prior to the close of business on the Business Day immediately preceding August 15, 2031, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Business Day prior to the related Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert shall ~~have any duty to determine or verify~~ expire under this clause (v), unless the ~~Company’s determination~~ Company defaults in the payment of ~~whether~~ the ~~Trading~~ Redemption Price, in which case the Holder of the Called Notes may convert such Note until the Redemption Price ~~Condition~~ has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or, if the Company elects Physical Settlement for conversions that occur during the related Redemption Period, on the fourth Business Day immediately preceding the relevant Optional Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this ‎Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Optional Redemption Notice for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this ‎Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Bitdeer Technologies Group)

Appears in 1 contract

Sources: Indenture (Groupon, Inc.)

Appears in 1 contract

Sources: Indenture (Marcus Corp)

Appears in 1 contract

Sources: Indenture (Kbr, Inc.)

Appears in 1 contract

Sources: Indenture (Okta, Inc.)

Appears in 1 contract

Sources: Exchange and Subscription Agreement (Porch Group, Inc.)

Appears in 1 contract

Sources: Indenture (Invacare Corp)

Conversion Privilege. (ai) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ May 15, ~~2030~~ 2022 under the circumstances and during the periods set forth in ~~Section~~ ‎Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June~~ May 15, ~~2030~~ 2022 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 23.8393 shares of Common Stock (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). (ba) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ May 15, ~~2030~~2022, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $~~2,000,000~~ 1,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee~~) in writing on or within one Business Day of such Trading Day~~). If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met).

Appears in 1 contract

Sources: Indenture (Realpage Inc)

Appears in 1 contract

Sources: Indenture (Sarepta Therapeutics, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s 's option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~March 1, ~~2030~~ 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June 15~~March 1, ~~2030~~ 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 20.0024 shares of Common Stock (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~March 1, ~~2030~~2026, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 ~~aggregate~~ principal amount of Notes ~~provides~~ in the aggregate provide(s) the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding March 1, 2026, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company's assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) in writing at least 46 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversion of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall ~~have~~ be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine or verify~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company~~’s determination~~ 's announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding March 1, 2026, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to ‎Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company's jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding March 1, 2026, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder's Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding March 1, 2026, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for redemption pursuant to ‎Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company's delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to ‎Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by ‎‎Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 nor more than 60 calendar days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest shall be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company shall, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎‎Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this ‎‎Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period if such Notes are otherwise convertible pursuant to any other provision of this ‎‎Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Jamf Holding Corp.)

Appears in 1 contract

Sources: Indenture (Sea LTD)

Appears in 1 contract

Sources: Indenture (Cloudflare, Inc.)

Appears in 1 contract

Sources: Indenture (Box Inc)

Appears in 1 contract

Sources: Indenture (Centerpoint Energy Inc)

Appears in 1 contract

Sources: Indenture (Nutanix, Inc.)

Appears in 1 contract

Sources: Indenture (Blackline, Inc.)

Appears in 1 contract

Sources: Indenture (Q2 Holdings, Inc.)

Appears in 1 contract

Sources: Indenture (Enphase Energy, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ February 15, 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ February 15, ~~2030~~ 2030, and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 11.6570 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (ba) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ February 15, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders in the aggregate of at least $~~2,000,000~~ 5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee~~) in writing on or within one Business Day of such Trading Day~~). If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) ~~in writing that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until ~~another qualifying~~ a new Holder request is made as provided ~~above~~in this Section 14.01(b)(i). ~~Neither~~ Any such determination of the Trading Price in accordance with this Indenture shall be conclusive absent manifest error. (i) If, prior to the close of business on the Business Day immediately preceding February 15, 2030, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to separation of the relevant rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of the relevant rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith and in a commercially reasonable manner, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify in writing all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur) provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall ~~have~~ be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine or verify~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s ~~determination~~ announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate as of the Record Date for such distribution, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (ii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding February 15, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or if the Company is a party to a Share Exchange Event that occurs prior to the close of business on the Business Day immediately preceding February 15, 2030 (other than a Share Exchange Event effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date for such transaction or event until 35 Scheduled Trading Days after the effective date of the transaction or event (or, if the Company gives notice after the effective date of such transaction or event, until 35 Trading Days after the date the Company gives notice) or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such transaction or event but in no event later than five Business Days after the effective date of such transaction or event. (iii) Prior to the close of business on the Business Day immediately preceding February 15, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (iv) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of the Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the date on which the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 29th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 nor more than 60 calendar days prior to the related Redemption Date, then prior to the close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption, then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, until the date on which the Redemption Price has been paid or duly provided for, and each such conversion shall be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest shall be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company shall, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period pursuant to Section 14.03, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Etsy Inc)

Conversion Privilege. (a) ~~Subject~~ Holders may not convert the Notes at any time on or prior to the 40th day following the last date of original issuance of the Notes (such date, the “Compliance Period End Date”). After the Compliance Period End Date, subject to and upon compliance with the provisions of this ~~Article 14~~‎Article XIV, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~$1,000~~ US$200,000 principal amount or an integral multiple ~~thereof~~of US$200,000) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ September 15, ~~2030~~ 2029 under the circumstances and during the periods set forth in ~~Section~~ ‎Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June~~ September 15, ~~2030~~ 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170 shares of Common Stock~~ 324.0966 ADSs (subject to adjustment as provided in this ~~Article 14~~‎Article XIV, the “Conversion Rate”) per $US$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). (b) (i) ~~Prior~~ After the Compliance Period End Date and prior to the close of business on the Business Day immediately preceding ~~June~~ September 15, ~~2030~~2029, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $US$1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection ~~(b)(i~~‎(b)‎(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ ADSs on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection ~~(b)(i~~‎(b)‎(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $US$1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $US$1,000 principal amount of Notes) unless a Holder ~~of at least $2,000,000 aggregate principal amount of Notes~~ provides the Company with reasonable evidence that the Trading Price per $US$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ ADSs on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) in writing to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per US$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $US$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ ADSs and the Conversion Rate. ~~The~~ At such time as the Company ~~shall determine~~ directs the ~~Trading Price per $1,000 amount of Notes~~ Bid Solicitation Agent in ~~accordance~~ writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids ~~solicited by~~ to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids when obligated as provided in~~ determine the ~~preceding sentence~~Trading Price per US$1,000 principal amount of Notes, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $US$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ ADSs and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $US$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ ADSs and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify in writing the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) ~~in writing~~ that the Trading Price ~~Condition~~ condition set forth in this Section 14.01(b)(i) is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor any of the ~~Conversion Agent~~ Agents shall have any duty to ~~determine~~ appoint or ~~verify~~ monitor the ~~Company’s determination of whether the Trading Price Condition has been met~~Bid Solicitation Agent.

Appears in 1 contract

Sources: Indenture (iQIYI, Inc.)

Appears in 1 contract

Sources: Indenture (Zendesk, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ March 15, ~~2030~~ 2024 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June~~ March 15, ~~2030~~ 2024 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 17.5001 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ March 15, ~~2030~~2024, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this ~~subsection (b)(i~~Section 13.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide the required information to the Bid Solicitation Agent. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder ~~of at least $2,000,000 aggregate principal amount of Notes~~ provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on such Trading Day~~ and the Conversion ~~Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~Rate, at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing that~~ writing. Other than as set forth above, none of the ~~Trading Price Condition is no longer met and thereafter neither the Company nor~~ Trustee, the Bid Solicitation Agent (~~if other than~~ unless the ~~Company~~Company is acting as such) ~~shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor~~ or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition set forth above has been met.

Appears in 1 contract

Sources: Indenture (Twitter, Inc.)

Appears in 1 contract

Sources: Indenture (Molina Healthcare Inc)

Appears in 1 contract

Sources: Indenture (MongoDB, Inc.)

Appears in 1 contract

Sources: Indenture (Aceto Corp)

Appears in 1 contract

Sources: Indenture (Lyft, Inc.)

Appears in 1 contract

Sources: Indenture (Zscaler, Inc.)

Appears in 1 contract

Sources: Indenture (PTC Therapeutics, Inc.)

Appears in 1 contract

Sources: Indenture (Q2 Holdings, Inc.)

Appears in 1 contract

Sources: Subscription Agreement (M3-Brigade Acquisition v Corp.)

Appears in 1 contract

Sources: Indenture (Wayfair Inc.)

Appears in 1 contract

Sources: Indenture (Integra Lifesciences Holdings Corp)

Appears in 1 contract

Sources: Indenture (Enphase Energy, Inc.)

Appears in 1 contract

Sources: Indenture (Illumina Inc)

Appears in 1 contract

Sources: Indenture (Sarepta Therapeutics, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~December 1, ~~2030~~ 2031, under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 15~~December 1, ~~2030 and prior to~~ 2031 until the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170 shares of Common Stock~~ 100.7557 Class A Ordinary Shares (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~December 1, ~~2030~~2031, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $~~2,000,000 aggregate~~ 5,000,000 principal amount of Notes in the aggregate provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the securities dealers to deliver bids and the Bid Solicitation Agent ~~in writing~~ (if other than the Company) in writing to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares and the Conversion Rate~~. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent~~. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee), and thereafter neither the Company nor the Bid Solicitation Agent (of other than the Company) shall be required to solicit bids again until a new Holder request is made as provided in this Section 14.01(b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding December 1, 2031, the Company elects to: (A) distribute to all or substantially all holders of the Class A Ordinary Shares any rights, options or warrants (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares) entitling them, for a period of not more than forty-five (45) calendar days after the announcement date of such distribution, to subscribe for or purchase Class A Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Class A Ordinary Shares for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of Class A Ordinary Shares, the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Class A Ordinary Shares on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that~~ at least forty-eight (48) Scheduled Trading Days prior to the ~~Trading Price Condition is no longer met and thereafter neither~~ Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, that if the Company elects Physical Settlement for conversions that occur at any time from, and including, the date of notice until the earlier of (1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place , the Company may provide not less than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before such Ex-Dividend Date. Once the ~~Bid Solicitation~~ Company has given such notice, Holders may surrender all or any portion of their Notes for conversion at any time from, and including, the date the Company provides such notice until the earlier of (1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Class A Ordinary Shares and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of Class A Ordinary Shares equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding December 1, 2031, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.01, or if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of the surviving entity and such shares become Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding December 1, 2031, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the actual effective date of such transaction or event until the earlier of (x) 35 Business Days after the actual effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the ~~Company~~Trustee) ~~shall be required~~ in writing as promptly as practicable following the effective date of such transaction or event, but in no event later than the effective date of such transaction or event. (iv) Prior to ~~solicit bids again until another qualifying request~~ the close of business on the Business Day immediately preceding December 1, 2031, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Class A Ordinary Shares for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is ~~made as provided above. Neither the Trustee nor~~ greater than or equal to 130% of the Conversion ~~Agent~~ Price on each applicable Trading Day. (v) If the Company calls any Note for Redemption pursuant to Article 16 prior to the close of business on the Business Day immediately preceding December 1, 2031, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Business Day prior to the related Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert shall ~~have any duty to determine or verify~~ expire under this clause (v), unless the ~~Company’s determination~~ Company defaults in the payment of ~~whether~~ the ~~Trading~~ Redemption Price, in which case the Holder of the Called Notes may convert such Note until the Redemption Price ~~Condition~~ has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or, if the Company elects Physical Settlement for conversions that occur during the related Redemption Period, on the fourth Business Day immediately preceding the relevant Optional Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this ‎Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Optional Redemption Notice for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this ‎Section 14.01(b).